Spidey
by Cobolt7
Summary: This is my own take on Spider-Man! I decided to make a more character-driven story like Sam Raimi's films (there's also a lot of inspiration from those in here). This isn't really meant to be in any universe like 616 or Ultimate or the MCU. Please enjoy!
1. Grilled Cheeses

**So this is my first story that I've ever written. I decided there's no one better to write about than the Wallcrawler himself! Please enjoy!**

"Is this thing on?" A boy tapped the lens of an old video camera, facing it towards him. He had fluffy brown hair and slightly skewed glasses.

"I think it's on, Pete." Another boy laughed in the background. Peter just rolled his eyes before facing the camera towards his friend. He had neatly combed black hair and covered the lens of the camera with his hand.

"Come on, Harry!" Peter said, poking him until he removed his hand. "Right now we are on our way to Oscorp Industries for our end of the year field trip!" He said excitedly, turning the camera around to show rows of bored high schoolers on a school bus.

"I think you're the only one excited for this," Harry retorted.

"And this floor is our studies on genetic engineering and DNA sequencing, led by Dr. Connors." A woman said, leading them to a man with blonde hair in a white lab coat.

"I'm glad you all could make it here today," the man gave a warm smile. "Here on the 45th floor, we've begun experimentation of DNA recombination on rather simple animals like lizards or spiders. Animals with such distinct abilities and an impressionable DNA structure have helped to push our studies far beyond what was expected of our division." Dr. Connors said excitedly.

Peter looked down at the camera in his hand and raised his eyebrows, a wide grin on his face. Harry was busy talking to another girl in their class.

"Just go up and talk to her, dude." Harry nudged Peter.

"About what?" Peter asked, stressed.

"I don't know, about these lame spiders or something." Harry patted his friend's shoulder and hurriedly walked away.

"Ah, crap," Peter muttered. He walked over to a girl with blonde hair. "Uh, hey Gwen." He started.

"Hey, Peter." Gwen gave him a friendly smile.

"So, this stuff is cool, huh?" Peter asked shyly.

"Cool? It's amazing! How they're able to manipulate the genetic coding of a living being…" as Gwen trailed on, Peter only kept smiling at her, nodding his head in agreement. Suddenly, a blue and red spider landed on the lens of the video camera and slowly crept off of it.

"Hey Gwen, I was wondering if sometime you wanted to…" Peter was cut off by a sharp pain in his hand. The video camera dropped out of his hand as Peter collapsed to the floor.

"Peter! Peter!" Gwen tried to wake him up as others crowded around him.

Peter looked at his old video camera, the initials BP on it. He sighed, closing the camera and putting it back on his shelf. He was wearing a plain red t-shirt with blue jeans. The room had a small twin-sized bed with a poster of the Stark Expo and a picture of Albert Einstein with the quote "Imagination is more important than knowledge". Peter was sitting at a desk with textbooks from AP Multivariable Calculus and AP Physics C. Next to the textbooks were two small red machines in the shape of bracelets.

_I can't believe it's been over a year now._ Peter thought. _It feels like yesterday._

"Peter, honey! Breakfast is ready!" A woman called to him from downstairs.

"Coming May!" Peter called back, putting the bracelets into his backpack and closing the door behind him. He walked down the stairs to a quaint dining room with three chairs and a small table. Peter set down his backpack next to a chair and walked to the kitchen. Inside was a woman with a red apron and greying brown hair.

"Good morning, Peter." His aunt kissed him on the cheek and handed him a plate with a steaming cinnamon roll.

"Thank you, May." Peter gave a small smile, walking back to the table. May followed close behind with a bowl of oatmeal.

"So what's on the agenda for today?" She asked him, starting to eat.

"Physics test, then I'm dropping off some photos for Mr. Jameson," Peter answered, eating his food. May's face turned concerned.

"Peter, what's wrong?" She asked, putting her hand on his. Peter took a deep breath.

"It's nothing, May." Peter stood up and kissed her forehead before bringing his half-eaten cinnamon roll to the sink. May let out an audible sigh.

"Okay, well text me when you're on your way home, honey." She said.

"I will," Peter replied, grabbing his backpack from the dining room. "I love you." Peter hugged her. May smiled.

"I love you too, kiddo." She said as he walked out the door.

Peter walked down the sidewalk towards a yellow school bus just a block in the distance. Suddenly, a girl crept up next to him, getting ready to pounce. Peter felt a small tingle in the back of his head, but he went along with it. The girl jumped almost managing to knock Peter off his feet.

"I almost got you!" She laughed, still holding on to him.

"You haven't knocked me over in two years, MJ." Peter laughed with her as they walked together towards the bus. She wore a brown jacket and wore her light red hair in a ponytail.

"Not YET." MJ pointed out as they walked onto the bus. It was full of kids either trying to sleep laughing obnoxiously.

Spotting an empty seat, the two walked over, plopping themselves down as the bus started rolling. Peter felt a hand behind him ruffle his hair, shaking his head back and forth.

"Hey, Parker!" A blonde boy with a blue letterman's jacket on laughed.

"Hi, Flash." Peter rolled his eyes, digging in his backpack for his physics notebook.

"Flash, cut it out," MJ said, staring him down.

"Need your girlfriend to stick up for you?" Flash teased. MJ looked away embarrassedly.

"Flash, leave her outta this." Peter turned around.

"Damn, okay." Flash put up his hands innocently, leaning back in his seat.

"Peter, you never talk to him like that!" MJ whispered to him, leaning over.

"I've just got a lot on my mind right now," Peter replied, running his hand through his hair.

"Okay, well, talk at lunch?" MJ asked, concerned.

"Yeah, sure," Peter nodded, pulling out his notebook.

Peter and MJ walked into their homeroom just before the bell rang.

"Over here, guys!" Harry said, waving his hand. He sat alone at a table with two other chairs across from him. He had on a grey collared shirt, looking like he was going to a casual job interview.

"Hey, Harry," Peter said, sitting down in one of the chairs. The room doubled as Peter's homeroom and his physics classroom. A man with a black goatee, a bald head, and round glasses walked in.

"Hello, class." He said, sitting down in a chair with a cup of coffee.

"Hi, Mr. Angie," The class replied in near unison.

"Alright, roll call. Ms. Allan." Mr. Angie said, putting on his reading glasses.

"Here."

"Ms. Campbell."

"Here."

Peter felt himself starting to zone out as more names were being read off the list. He could think of so many other things that he could be doing right now…

"I said, Mr. Parker." He felt Mr. Angie shout from the front of the class. MJ nudged his arm.

"Sorry, I'm here." Peter apologized.

"Try to STAY here Parker." Mr. Angie shook his head.

_Great start to the day._

At lunch, Peter walked to the cafeteria, grabbing a plate of spaghetti. He walked outside the building to a lunch table underneath a few trees. MJ and Harry were sitting there, Harry eating something that looked like a professional made it and MJ eating the same spaghetti that Peter was. The three sat in a triangle around each other, a setup that they've maintained for three years at the same table. Peter stuck his fork into the food. He had no appetite.

"Hey Pete, you okay?" Harry asked, looking at his friend. But Peter didn't hear him.

"Earth to Pete," Harry said, poking his arm. Peter jolted a bit.

"Sorry," He said, finally trying his food.

"What's wrong Peter?" MJ asked, putting a hand on his arm.

"I don't know, I just feel off today." Peter didn't look up from his food.

"Come on Pete, you can tell us." Harry insisted. Peter wanted to tell them at least something. But he just couldn't form the words in his mouth.

"Just, the physics test I have today." Peter lied.

"Pete, you're the smartest guy I know. Plus I've heard Angie gives ridiculous curves." Harry reasoned with him. MJ wasn't convinced, but she stayed silent.

"I think I'm gonna get in some studying," Peter said, standing up from the table.

"Please stay, Peter." MJ pleaded, still holding on to his arm.

"I'm sorry." Peter put on his backpack and picked up his food. He walked away from the table, towards the classroom.

"He'll be okay, MJ. Maybe he just needs space." Harry told her. Unfortunately, MJ had a talent for seeing right through Peter.

Peter was finishing up the back page of his test when he heard Mr. Angie say, "5 minutes". As he finished the last problem on the resistance within parallel circuits, Peter felt a small scrap of paper passed to him from his lab partner. It said, "you okay?" with a small frown face next to it. He wrote, "just stressed" on the back of the paper under his desk and handed it back to her. Peter stood up and turned in his test. Mr. Angie gave him a nod. Peter walked back to his desk to see Gwen give him a look of concern. She had on a green and black striped shirt with her blonde hair in a black headband. He picked up his backpack, trying to tell Gwen telepathically "not right now". Peter walked out of the classroom. Usually, having her pass a note to him or even address him would make Peter's heart skip a beat. He wished he could feel that right now.

Since it was the last period of the day, Peter walked out of the school and towards the train station. He quickly ducked into an alley, making sure the coast was clear. Peter opened his backpack, taking out a red and blue suit with a black web pattern across it. He changed out of his jeans and t-shirt into the suit, sighing with relief.

_It's better than school._ Peter thought to himself, stuffing his clothes into his backpack. He pulled out the two red wristbands and hooked them to his wrists.

"Alright web-shooters version 4, let's see what you can do," Peter said to himself, pulling on a mask with white eyes. He slung his backpack over his shoulders and started running towards a wall. He jumped onto it, feeling his fingers and feet attached to the brick. Peter boosted himself to the rooftop and felt the wind against him as he ran towards the edge of the roof. Without hesitation, he jumped off, pressing his middle and ring fingers of his left hand down, aiming towards a taller rooftop. Peter saw the white web fluid shoot out and attach itself, midair. He felt himself swing through the street, adrenaline rushing.

"Yeah, Spidey!" He heard a woman shout below him. Peter gave her the finger guns before swinging on. He suddenly heard a voice in his ear.

"Queens units, we have reports of a car robbery in Rego Park off 63rd and Austin, over." A woman said.

"Perfect, I can get loose and get some pictures for Jamey," Peter said to himself, swinging in that direction. He landed on a rooftop seeing two people in black ski masks trying to open a car with a crowbar. "Wow, straight from a comic book," Peter whispered, setting up a camera and dropping off his backpack.

"Man, hurry! She probably called the cops on us!" One said, pushing the other.

"Morty, YOU do lookout while I try to jam into this thing." The other said, frustrated.

"I know, I know," Morty said nervously, trying to calm himself down.

"You know, you're an awful lookout," Peter said, dropping on the wall in front of him.

"Crap, it's the bug!" Morty yelled, fumbling with a gun in his hand. Peter shot a web, sticking his hand to his jacket.

"Come on, spiders are arachnids, did no one pay attention in 7th-grade biology?" Peter asked, knocking him out with a clean punch. He saw the other man pull out a gun.

"I don't want any trouble." He said, trying to muster up his courage.

"If that were true why are you stealing cars?" Peter asked before kicking his arm, knocking the gun out of his hand.

"You assho-" He shouted before a web covered his mouth.

"You kiss Morty with that mouth?" Peter laughed before webbing him to a wall. "See ya fellas!" He jumped back to the rooftop, grabbing his camera and backpack and swung over a few rooftops while the police arrived. He saw the photos taken.

"Not my finest work, but it'll have to do," Peter said, putting away his camera.

Peter stood in the darkroom, carefully developing three photos of himself. One had him on the wall facing the two men down, another was him mid-kick, and the last was a picture of him swinging in an alley that he took on the way over. Once they were developed, Peter turned off the equipment and walked out of the room with the new photos. He walked to a glass office.

"Mr. Jameson's ready to see you." A woman with short brown hair and a black dress smiled at him.

"Thanks, Betty," Peter said, walking into the office.

"Yeah well if you don't like them you can come down to my office and tell it to my face!" A man with a brown hair and greying hair shouted into a telephone before slamming it into the receiver. "Ms. Brant, remind me to fire my gardener before I leave today." He said over the line. "Finally Parker what took you so long?" He blurted, holding out his hand for the pictures.

"Sorry Mr. Jameson, the bus broke down on the way over." Peter lied, trying to stay on his boss's good side.

"Crap, crap, crap. But it'll have to do." Jameson flipped through the photos. "Hoffman!" He yelled.

"Yeah?" A man with black hair and wide glasses immediately ran into the office.

"Frontpage, tomorrow, now. Headline: poisoning our streets!" Jameson leaned back in his chair, satisfied with himself.

"Some streets got poisoned?" He asked.

"Out!" Jameson yelled. pointing to the door. "Oh yeah," Jameson noticed Peter again. "I'll give you a hundred for all three," Jameson said, putting a cigar in his mouth. Peter's mouth opened.

"Mr. Jameson-" Peter started before Betty rushed into the office.

"No smoking policy, Mr. Jameson." She said, pulling Peter out of the office.

"This is supposed to be a free country!" Jameson yelled as Peter and Betty walked out of the office.

"I'm sorry about him, just give him a little more time," Betty said, writing in his check.

"Sometimes I don't know if it's worth it." Peter shook his head.

"It's only one more year, Pete," Betty stood up handing him a check for a hundred dollars. "Chin up." She tilted up his head, smiling at him. Betty was only one year older than Peter, so she knew what working with Jameson through high school was like. "Tell May I say hi," She said before taking a few papers and walking back into the office.

Peter walked back to the darkroom and jumped through the ceiling grate, back to the rooftop.

Peter sat on the roof of the Daily Bugle, watching the sun go down. He took off his mask and felt the wind against his face. Peter opened his phone to see a picture of him and an older man at a baseball game as his lock screen. He felt his eyes start to well up with tears. The man had a blue foam finger and the two had matching Yankees hats. It was Peter's first time seeing an actual baseball game. He could still see the stands jumping with excitement when the Yankees scored a home run or when everyone would sing along to Neil Diamond. Peter saw a missed call from MJ 20 minutes ago. He called her back, hearing the rings.

"Hey Peter," MJ's voice soothed Peter.

"Hey MJ,"

"What's wrong?" MJ asked, concern in her voice.

"It was Ben's birthday today. And I know it's been a year but I can't stop thinking about it." Peter tried to hold back his tears.

"Hey, it's okay." MJ calmed him down. "Do you want to come over for dinner?"

"What about your parents?" Peter asked.

"My dad's out on a bender and my mom's chasing after him," MJ explained. That's when Peter realized that she needed him as much, probably more, than he needed her.

"I'll be there in a little," Peter said. "Thank you."

"Anytime, Tiger," MJ replied. "See you in a few."

Peter sat at a small table, almost identical to his at home. He heard the sizzle of a pan in the kitchen before seeing MJ walk out with a stack of grilled cheeses.

"Mary Jane Watson's World Famous Grilled Cheese, Mr. Parker." She said in a British accent putting one on his plate. She wasn't lying. Peter didn't know if she put drugs in them, but MJ made the best-grilled cheeses Peter had ever tasted.

"Thank you, Ms. Watson," Peter laughed, playing along. They immediately went through their first servings and moved onto the next ones.

"God, what do you put in these things?!" Peter said, wiping his mouth.

"That's a secret, Peter. I'll take it with me to the grave," MJ joked.

Peter stopped for a second. He knew that with tests and college applications coming up, adult life was rushing towards him. But this is where he wanted to be. Eating grilled cheeses like they were still five and putting on funny accents. Peter felt happy for the first time that day.

"Thank you, MJ," Peter said, looking her in the eye. "For everything."

"Of course, Peter, you're my best friend. It's my job." MJ laughed a little. Peter put his hand on her hand, smiling.

_I'm at home._ He thought.

When he walked one house down, he was already at his house. Peter pulled out his key and walked through the front door. He saw a handwritten note on the counter, "Gone to bed, leftovers in the fridge" with a big heart on the bottom. Peter smiled. He drew a matching heart next to it to show her that he'd read it. Peter crept upstairs, trying not to wake up May. He took a quick shower and changed into some clothes to sleep in.

Peter looked at his desk and saw a ticket. "Yankees and Mets, June 19, 2010". Next to it was a small Yankees hat covered in a small layer of dust. Peter wiped it off, and looked inside, seeing a piece of masking tape on the inside that said "PETER P". He remembered when he used to wear it all the time. Peter felt tears well up, but he wasn't sad.

_Thank you, Ben._ He thought, putting the hat down on the desk.

**I plan on writing more chapters to this and I would love to hear any feedback you would like to give :)**


	2. The Formula

**Well, school just started up so it took me a little longer to write this one out. Thank you so much for the support of chapter one, I will be working on this as much as I can! Anyways, here is chapter two: The Formula!**

"Martha, go!" A blonde man in a white lab coat shielded his eyes from falling debris and flames in a damaged laboratory. He was trying desperately to grab the remaining green tubes from an isolated cooling chamber.

"Not without you, Curt!" A woman with red hair yelled back, trying to reach her husband. Suddenly, a beam from the ceiling fell, knocking her down on her back.

"Martha, no!" Curt shouted, running towards her. He saw that Martha wasn't moving. "No, no, no!" Curt held her head in his arms as his life's work crumbled down around him. "I won't leave you!" He got under the beam, lifting it with all of his strength. Suddenly, the beam fell, crushing his right arm. Curt screamed in pain.

Someone crashed through the window. "Hello?! Is anyone here?!" They yelled.

"Over here!" Curt yelled, losing consciousness. "M-Martha," He looked to his wife, his vision turning black. The last thing he saw was a red mask with two large, white eyes.

"And before the bell rings, here are all of your tests from last week back." Mr. Angie took a pile of papers and started to hand them out to the class. Peter and Gwen were the last to get their tests handed back to them. While most of the class groaned at their grades, Peter and Gwen smiled at each other, they both got 100s. The bell rang and students started packing up. "Mr. Parker and Ms. Stacy please see me after class." Gwen and Peter looked at each other a bit nervous. The room emptied and the two walked to Mr. Angie's desk.

"You two are the brightest students I've had in years." He started. They both raised their eyebrows. "Which is why I recommended to Dr. Connors for you two to work with him." Peter felt fireworks go off in his head. While taking pictures was officially his job, he always wanted to work in science and this might be the first step towards that.

"That would be amazing!" Gwen said excitedly, almost jumping up and down.

"Thank you so much, Mr. Angie," Peter said, a wide smile on his face.

"Of course, I know intelligence when I see it." Mr. Angie said. "Your first day is on Saturday, at 9 AM sharp. Dr. Connors will see what talented students you are tomorrow."

"Thank you, Mr. Angie. Thank you so so much," Gwen replied.

"Of course, have a great weekend you two," Gwen took Peter's arm and rushed out the door. They barely made it to the hall before Gwen gave him a huge hug. Peter's face immediately went red. He felt his heart skip a beat as he hugged her back.

"This is so exciting, Peter!" Gwen smiled. "We're gonna be lab assistants to the smartest man in New York!"

"Haha, I can't wait!" Peter replied, smiling. The two locked eyes for a few seconds. Peter felt like butterflies were fluttering in his stomach. That was when they noticed they were holding each other. Peter and Gwen awkwardly let go of each other, hands at their sides.

"Well, I'll see you tomorrow, Peter," Gwen said at a lower volume, then walked down the hall to the exit.

"Bye, Gwen," Peter replied, still frozen in place. _Did that just happen?_ Peter thought, thinking he was dreaming

Peter looked down at his phone. _Okay, 8:47, I still got time._ A car sped past him with two armed men out the windows, shooting at two police cars behind them. _Oh, come on._ He ducked into an alley, took off his shirt and pants, revealing his suit underneath. Peter pulled on his gloves and mask and got to work. He immediately attached himself to the police car in back, seeing a turn coming up ahead. Peter launched himself forward, attaching a web to the corner of a building. He felt his gain in momentum as he made a full 90-degree turn. Peter landed on the car, grabbing the two guns off of the men and webbing them to the top of the car.

"Sorry fellas!" He shouted before pulling both of them out of the car and stringing them up to buildings. Peter crawled to the front of the car where he saw a bullet come through the top.

"You could hurt someone doing that!" He attached himself to the car door, webbing the man's hand to his head.

_Here goes nothing!_ Peter thought, flipping to the back of the car. He jumped onto the pavement, attaching two webs to the back of the car. Peter immediately felt the car pulling against him, but he only held tighter. A yell came out of him as the car came to a stop. The driver tumbled out, trying to getaway. Peter immediately webbed him to the car.

"You put up a hard chase!" Peter said, panting. He looked at the watch on the perp's wrist. _9:02, great._ "I gotta run, but I hope you learned something!" Peter jumped to a rooftop and launched himself into the air, swinging away from the scene.

"It seems that Peter is fifteen minutes late," Curt said, tapping his fingers on his leg.

"Well, Peter's just a busy guy," Gwen reasoned, trying to keep Peter on his good side. Peter rushed through the door, still putting on his right shoe.

"I'm so sorry I'm late Dr. Connors," Peter said, walking up to him.

"It's alright Peter, I understand. Gwen told me that you also work at the Daily Bugle." Curt smiled, extending his hand to Peter. "It's a pleasure to meet you."

"It's a pleasure to meet you too," Peter shook his hand, feeling a wave of relief run through him.

"Curt, are the kids here yet?" A woman asked, walking in.

"Yes, they are, Martha." Curt kissed her on the forehead. "Peter, Gwen, this is my wife."

"It's great to meet you, Mrs. Connors," Gwen said, shaking her hand.

"Please, call me Martha," Martha replied, warmly shaking Peter's hand.

"I've read your joint papers on DNA sequencing and genetic recombination," Peter said. "I couldn't put it down."

"Impressive, I'm sure you two will feel right at home here." Curt smiled at them.

"Now this is our animal testing lab," Curt said, walking into a room filled with rats and lizards. "You two may know that I used to work at Oscorp a year ago, but I had to leave on account of their policies of animal experimentation." He explained. "Here, we make sure that animals being experimented on is not only as minimal as possible but that they're treated with the utmost care."

Curt was right. Every single animal had a great, clean living space filled with food, water, and decorations.

"Wow, it's amazing!" Gwen said, looking at the lizards through the glass. Peter smiled at seeing her excitement. Curt walked them to a small box about the size of a microwave.

"And this is our experimental lizard serum," Curt explained. He opened it up, showing Peter and Gwen three green tubes. "When perfected, people will attain the reflexes, agility, and durability of a lizard. Unfortunately, Oscorp was more interested in rushing to human testing. When I tried to fight back, they kicked me out and tried to take my life's work."

"Curt managed to destroy all of his data and research so that Oscorp couldn't abuse his work." Martha chimed in, holding her husband's arm.

"But I did manage to make away with three of the experimental vials before Norman could get them in his greasy hands." Curt packed the three tubes back into the chamber and locked it. He looked down at his watch. "It's getting a little late, who's up for food?"

The four took off their lab coats and sat in a dining room. Curt opened a box of pizza and brought it down to the table.

"Joe's pizza is the best in Queens." Curt laughed, picking up a slice.

Curt and Martha sat next to each other on one end while Peter and Gwen sat together on the other end.

"Peter, you remind me so much of your father," Martha said, smiling.

"Y-you knew my father?" Peter asked, confused. Curt sighed.

"I didn't want to bring this up so soon, but now's a good a time as any." Curt took a deep breath. "Your father and I went to college together, which is where I met Martha and he met Mary. We even took up an internship at Oscorp, the two of us. He was like a brother to me. I'm sorry that you had to lose him, Peter."

Peter felt a hole in his stomach. Even Ben and May would barely talk about his parents. He felt like he couldn't even begin to process it. Peter felt Gwen's hand touch his hand under the table. She gave a comforting squeeze.

"I just… I just never knew much about them." Peter was at a loss for words.

"Richard was the smartest man I've ever known," Curt gave Peter a comforting nod. "They were good people, Peter. They were like family to us."

"Thank you both so much for coming today, we look forward to working with you two more in the future." Curt smiled at the two kids.

"Oh get in here!" Martha pulled the two into a hug together. "You too, Curt!" Curt rolled his eyes but gave in to the group hug. After the hug ended, Curt and Mary headed back inside, leaving Peter and Gwen on the front porch.

"Hey, Peter, could you walk me home?" Gwen asked, rubbing her arm. Peter swallowed.

"Um, yeah, of course." He replied, continuing with her down the sidewalk.

"I didn't know that they knew your parents." Gwen recounted.

"Yeah, that was…a lot." Peter still couldn't believe it.

"I never said this, but I'm sorry about your uncle. He seemed like a nice man." Gwen said, looking down. Peter felt another hole in his stomach.

"It's okay," Peter said. "I just wish I could tell him that's everything's okay now."

Peter's and Gwen's hands briefly touched. At first, he flinched, but he soon realized that they were holding each others' hands. They both walked in silence for the rest of the way to Gwen's house. When they got to the front door Gwen turned to face him.

"Thanks for walking me home, Peter," Gwen wrapped her arms around him. Peter found himself doing the same with her. "I'll see you on Monday." Gwen leaned in and gave him a light kiss on the cheek. Peter's eyes opened wide as she walked back into her house. He felt his cheek with his hand, to make sure it wasn't just his imagination. Peter managed to turn back and walk back to his house. _Oh my god._ He thought, still in disbelief. Peter was walking home when he felt a tingle in the back of his head. He quickly looked to see if no one was around and scaled a light post. Peter looked in all directions before he saw a fire in the distance. He had no time to change, so he just pulled on his mask and ran to the fire. Halfway there, he realized it was the Connors' house.

_Oh god, no, no, no._ Peter thought, running up to the door. He saw two black cars driving away, but he had to focus on the house. Peter jumped to a smashed window leading to the laboratory.

"Hello?! Is anyone there?!" He yelled, not able to see through the smoke.

"Over here!" Peter heard. _Dr. Connors!_ He jumped towards the voice, finally seeing him pinned under a beam. "M-Martha," Curt said, losing consciousness.

"No, no, no!" Peter lifted the beam, picking him up. Peter made a break for the window, managing to lay Curt out on the grass. At Curt's right elbow, Peter saw bones sticking out, almost covered by all of the blood draining out.

He jumped back towards the window to grab Martha. Before he could reach it, an explosion sent him flying back. The house's ceiling fully gave out, crashing the house in on itself.

"NO!" Peter screamed, seeing flashing blue and red outside the house.

Peter sat in a waiting room with Gwen in the middle of the night. Once she heard the news, she rushed with him to the hospital. Gwen was holding Peter's arm tight, trying not to cry. Gwen might not have known it, but Peter was trying to do the same.

A woman walked towards them. "Dr. Connors will be okay, but he will be unconscious for a few more hours." She explained.

"And what about Martha?" Gwen asked, looking up at her.

"I'm sorry…" The nurse looked down, distraught. Gwen buried her face deep into Peter's chest. Peter felt tears coming from his eyes.

_It's my fault. It's all my fault._

Peter and Gwen stayed at the hospital all night, they fell asleep holding each other. When Peter woke up, he realized that everything that happened wasn't just a bad dream. He gently woke Gwen up.

"Hey, Gwen," Peter whispered. Gwen opened her eyes looking straight at Peter's. The nurse from earlier walked back in.

"He's awake if you'd like to see him." She said, looking down at the two. Peter helped Gwen up, holding her through the hallway. They entered the white room to see Curt laying on a hospital bed. Where there was once his right arm, all that remained was a small stub near his elbow. Gwen gripped Peter's hand. Peter felt his hands tremble. Curt opened his eyes and looked to the two.

"Peter, Gwen," He managed to lift his head a bit.

"What was the last thing you remembered, Dr. Connors?" Gwen asked, concerned.

"It was the fire. And then Martha. Where's Martha?" He jolted up.

Peter bit his lip. _Oh god._

"Alright kids, maybe come back tomorrow." The nurse guided them out of the room before going back to Curt. Peter looked through the window and saw Curt's face go into shock. He let out a scream before crying into his hand.

Gwen's dad came to pick her up at the hospital. This time, their goodbye was less physical, but Peter knew that bigger things were happening right now. Peter went home too. He laid down in his bed throughout the night, trying to process everything that had happened.

When the morning came, Peter hadn't slept a bit. _I just ruined Dr. Connors's life in one day._ Peter sat up in his bed, putting his head in his hands. He picked up his mask off the floor. Peter looked down at it, seeing the slightly singed cloth. He threw it across the room against his closet door. _Who am I even helping?_ Peter thought, still seeing and hearing Curt screaming.

Curt opened his eyes, miserable. The nurse entered his room with a newspaper.

"Just in case you wanted one, Dr. Connors." She gave a sympathetic smile and walked back out.

Curt looked at the front page. He saw that same face before he blacked out. Spider-Man. Curt gripped the newspaper with his hand. He felt tears of frustration form in his eyes. Curt looked right underneath the photo to see the words, "Peter Parker for the Daily Bugle".

"Peter." Curt gritted his teeth.

Three people stood in a graveyard. Brown and red leaves covered the ground, showing the first signs of autumn. Curt, Peter, and Gwen stood in front of a grave, "Martha Connors. Beloved Wife" Curt clenched his black coat. He had heavy bags under his eyes with a slight twitch in his face.

"Dr. Connors?" Peter asked, looking up at him.

"It should've been me," Curt bit his lip. Gwen put a hand on his shoulder, but Curt didn't address it.

"Peter, I think Dr. Connors needs some alone time." She grabbed Peter's hand, trying to give Curt some space.

"You stay, Parker," Curt ordered, not taking his eyes off the grave. Peter shuddered a bit. _He never calls me 'Parker'._ He thought. Peter nodded at Gwen trying to say _I'll catch up with you._

After Gwen left, Peter stood beside Curt. The older man looked at him. Peter saw his bloodshot eyes, his trembling demeanor.

"You know, Spider-Man was there that night," Curt muttered, turning back to the grave. Peter's throat went dry. "Now, my Martha's gone." He continued.

"Dr. Connors, I-" Peter started.

"Just listen to me," Curt almost yelled. Peter felt a shiver go down his spine. "All of my life was destroyed that night. You can't imagine what that's like." _I do._ Peter thought, but he remained silent.

"It should be me buried here. Spider-Man should have saved her." Curt turned away, walking towards the entrance of the graveyard. Peter looked back at him, then back at the grave.

_I'm responsible._ He thought. The last time he stood in this graveyard was for another person he couldn't save. _Spider-Man should have saved her._

Peter put his hands in his pockets and looked towards the entrance. Gwen and Peter's eyes locked for a second. He turned away, walking towards the other entrance.

_I'm responsible._

Two black cars were parked outside of a penthouse in the city. Many floors up, a man looked out the window upon the city skyline. He had slicked back, dark brown hair and wore a blue suit. In his right hand, he squeezed a red stress ball.

Two men walked into the room, both in black suits.

"Connors's lab is destroyed, sir," One said. "We tailed him for a week to make sure he has no backup files."

"Good." The man replied, walking back to his desk and putting down the ball. "And what of Connors?" He asked.

"He knows nothing. Blames Spider-Man." The second man in black chuckled. He set down two small green tubes on the man's desk. "Here it is, Mr. Osborn."

"Thank you, that will be all." Norman waved them off. As the two men left, he looked back out the window.

"It won't be long now," Norman said under his breath, a smile coming to his face.

**Reviews are always welcome, so feel free to tell me how you feel about it so far! :)**

**I'm hoping to have chapter three written and uploaded by next week! I'll see you then!**


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